SCHEDULE 13G

Amendment No. 1 
Noble Affiliates Incorporated 
common stock 
Cusip # 654894104                

Cusip # 654894104           
Item 1:Reporting Person - FMR Corp.
Item 4:Commonwealth of Massachusetts
Item 5:6,300 
Item 6:0 
Item 7:3,722,600 
Item 8:0 
Item 9:3,722,600 
Item 11:6.525% 
Item 12:    HC

Cusip # 654894104    
Item 1:Reporting Person - Edward C. Johnson 3d 
Item 4:United States of America
Item 5:0 
Item 6:0 
Item 7:3,722,600 
Item 8:0 
Item 9:3,722,600 
Item 11:6.525% 
Item 12:IN 

Cusip # 654894104      
Item 1:Reporting Person - Abigail P. Johnson 
Item 4:United States of America
Item 5:None 
Item 6:None 
Item 7:3,722,600 
Item 8:None 
Item 9:3,722,600 
Item 11:6.525% 
Item 12:    IN


SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)


Item 1(a).Name of Issuer:

Noble Affiliates Incorporated 

Item 1(b).Name of Issuer's Principal Executive Offices:

110 West Broadway Street, P.O. Box 1967 
Ardmore, OK  73401-6227  

Item 2(a).Name of Person Filing: 

FMR Corp.

Item 2(b).Address or Principal Business Office or, if None, 
Residence:

82 Devonshire Street, Boston, Massachusetts  02109

Item 2(c).Citizenship:

Not applicable

Item 2(d).Title of Class of Securities:

common stock 

Item 2(e).CUSIP Number:  

654894104 

Item 3.This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent holding company in 
accordance with Section 240.13d-1(b)(ii)(G).  (Note:  See Item 7).

Item 4.Ownership

(a)Amount Beneficially Owned:3,722,600 

(b)Percent of Class:6.525% 

(c)Number of shares as to which such person has:  

(i)sole power to vote or to direct the vote:6,300 

(ii)shared power to vote or to direct the vote:0 

(iii)sole power to dispose or to direct the disposition of:
3,722,600 

(iv)shared power to dispose or to direct the disposition of:
0 



Item 5.Ownership of Five Percent or Less of a CommonStock.

Not applicable.

Item 6.Ownership of More than Five Percent on Behalf of Another 
Person.

Various persons have the right to receive or the power to direct 
the receipt of dividends from, or the proceeds from the sale of, the 
common stock of Noble Affiliates Incorporated.  No one person's 
interest in the common stock of Noble Affiliates Incorporated is more 
than five percent of the total outstanding common stock.

Item 7.Identification and Classification of the Subsidiary Which 
Acquired the Security Being Reported on By the Parent Holding Company.

See attached Exhibit(s) A, B. 

Item 8.Identification and Classification of Members of the Group.

Not Applicable. See attached Exhibit A. 

Item 9.Notice of Dissolution of Group.

Not applicable.

Item 10.Certification.

By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were acquired in the ordinary 
course of business and were not acquired for the purpose of and do not 
have the effect of changing or influencing the control of the issuer of 
such securities and were not acquired in connection with or as a 
participant in any transaction having such purpose or effect.


Signature

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this Schedule 13G 
in connection with FMR Corp.'s beneficial ownership of the common stock 
of Noble Affiliates Incorporated at December 31, 1999 is true, complete 
and correct. 

February 14, 2000 
Date


/s/Eric D. Roiter
Signature


Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries


SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity 
Management & Research Company ("Fidelity"), 82 Devonshire Street, 
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and 
an investment adviser registered under Section 203 of the Investment 
Advisers Act of 1940, is the beneficial owner of 3,716,300 shares or 
6.514% of the common stock outstanding of Noble Affiliates Incorporated  
("the Company") as a result of acting as investment adviser to various 
investment companies registered under Section 8 of the Investment 
Company Act of 1940.

Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, 
and the funds each has sole power to dispose of the 3,716,300 shares 
owned by the Funds.

Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR 
Corp., has the sole power to vote or direct the voting of the shares 
owned directly by the Fidelity Funds, which power resides with the 
Funds' Boards of Trustees.  Fidelity carries out the voting of the 
shares under written guidelines established by the Funds' Boards of 
Trustees.

Fidelity Management Trust Company, 82 Devonshire Street, Boston, 
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank 
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, 
is the beneficial owner of  6,300 shares or 0.011% of the common stock 
outstanding of the Company as a result of its serving as investment 
manager of the institutional account(s). 

Edward C. Johnson 3d and FMR Corp., through its control of 
Fidelity Management Trust Company, each has sole dispositive power over 
6,300 shares and sole power to vote or to direct the voting of 6,300 
shares of common stock owned by the institutional account(s) as 
reported above.

Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, 
a wholly-owned subsidiary of FMR Corp. and an investment adviser 
registered under Section 203 of the Investment Advisers Act of 1940, 
provides investment advisory services to individuals. It does not have 
sole power to vote or direct the voting of shares of certain securities 
held for clients and has sole dispositive power over such securities. 
As such, FMR Corp.'s beneficial ownership may include shares 
beneficially owned through Strategic Advisers, Inc.

Members of the Edward C. Johnson 3d family are the predominant 
owners of Class B shares of common stock of FMR Corp., representing 
approximately 49% of the voting power of FMR Corp.  Mr. Johnson 3d owns 
12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding 
voting stock of FMR Corp.  Mr. Johnson 3d is Chairman of FMR Corp. and 
Abigail P. Johnson is a Director of FMR Corp.  The Johnson family group 
and all other Class B shareholders have entered into a shareholders' 
voting agreement under which all Class B shares will be voted in 
accordance with the majority vote of Class B shares.  Accordingly, 
through their ownership of voting common stock and the execution of the 
shareholders' voting agreement, members of the Johnson family may be 
deemed, under the Investment Company Act of 1940, to form a controlling 
group with respect to FMR Corp.


.


SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1)  AGREEMENT

The undersigned persons, on February 14, 2000, agree and consent 
to the joint filing on their behalf of this Schedule 13G in connection 
with their beneficial ownership of the common stock of Noble Affiliates 
Incorporated at December 31, 1999.

FMR Corp.

By   /s/Eric D. Roiter   
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect 
subsidiaries

Edward C. Johnson 3d

By   /s/Eric D. Roiter   
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d

Abigail P. Johnson

By   /s/Eric D. Roiter   
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson

Fidelity Management & Research Company

By   /s/Eric D. Roiter   
Eric D. Roiter
Senior V.P. and General Counsel